To the Members,
Your Directors presenting their Thirty-Seventh Annual Report together with the
Financial Statements of the Company for the year ended 31 March, 2021.
FINANCIAL SUMMARY
(Rs. in lacs)
| PARTICULARS |
31.03.2021 |
31.03.2020 |
| Revenue (Net Sales) |
25.19 |
139.77 |
| Loss for the year under review |
61.78 |
143.89 |
| Add: Depreciation for the year |
29.20 |
38.06 |
| Loss for the year before tax |
90.98 |
181.95 |
| Add: Tax for earlier years |
- |
0.40 |
| Loss after Tax |
90.98 |
182.35 |
| Add: Brought forward loss from earlier years |
2274.36 |
2,092.00 |
| Deficit carried to Balance Sheet |
2365.34 |
2,274.36 |
OPERATIONS
Net Sales of the Company decreased from Rs. 139.77 Lakh in previous year to Rs. 25.19
Lakh in the year under review. A de-growth of 95.34% was registered in the Decorated Tile
Division while the de-growth was 43.70% in the Transfer (Decal) Division. Companys
performance is under pressure on account of tough market situation on one hand and lower
scale of operations on the other coupled with countrywide lockdown in the year 2020-21 due
to Covid-19 pandemic.
DIVIDEND
In view of losses, your Directors do not recommend any dividend on equity shares for
the year under review.
INVESTOR EDUCATION & PROTECTION FUND (IEPF)
The Company has not declared any dividend for the year ended 31st March,
2013 onwards thereafter hence no amount of unpaid/ unclaimed dividend is due for transfer
to IEPF during 2021-22.
PUBLIC DEPOSIT
Your Company during the year under review has not accepted any fixed deposits within
the meaning of Section 73 of the Companies Act, 2013.
SCHEME OF AMALGAMATION
A Scheme of Amalgamation of the Company with Somany Ceramics Limited was approved by
the Board of Directors at their meeting held on 22nd August, 2019 and by
Shareholders and Creditors at their meeting held on 28th December, 2020, with
effect from 1st April, 2019, the appointed date, subject to final approval of
National Company Law Tribunal (NCLT), in the best interest of all the stakeholders.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company during the
financial year under review.
AUDITORS Statutory Auditor
M/s. Shalin Poddar & Associates, Chartered Accountants, having Firm Registration
No. 020397C, were appointed as Statutory Auditor of the Company for a period of 5 (five)
consecutive years at the 34th Annual General Meeting (AGM) held on 19
September, 2018, to hold office till the conclusion of the 39th AGM of the
Company.
All the items on which, comments have been made by the Auditors in their report to the
Members are self-explanatory, as explained by way of notes to the Financial Statements and
does not contain any qualification, reservation or adverse remark, therefore needs no
further explanation by the Board in terms of Section 134(3)(f)(i) of the Companies Act,
2013.
Secretarial Auditor
The Secretarial Audit Report for the financial year 2020-21, in terms of Section 204(1)
of the Companies Act, 2013, submitted by M/s. Drolia & Company, Practicing Company
Secretaries, having Certificate of Practice No. 1362, the Secretarial Auditors appointed
by the Board, forming part of this Report, is marked as Annexure A. The said Report does
not contain any qualification, reservation or adverse remark, therefore need no
explanation/s by the Board in terms of Section 134(3)(f)(ii) of the Companies Act, 2013.
NUMBER OF BOARD MEETINGS
During the year under review 4 (four) Board Meetings were convened and held. Details of
such meetings are given in the Corporate Governance Report, forming part of this Report.
RISK MANAGEMENT
The Company has in place mechanism to inform Board Members about the Risk Assessment
and Minimization procedures which is periodically reviewed to ensure that risk is
controlled by the Executive Management.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements are given in the Management Discussion and Analysis, which forms part
of this Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal control systems which is commensurate with
the size, scale and complexity of the operations of the Company.
During the year under review, no material or serious observations has been received
from the Internal Auditors of the Company for inadequacy or ineffectiveness of such
controls.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial
year 2020-21, with Related Parties, as defined under Section 188 of the Companies Act,
2013 and the Rules made there under and as per applicable provisions of the Listing
Regulations, were in the ordinary course of business and on arms length basis and were
placed before the Audit Committee for review and approval. Further, there were no
materially significant related party transactions during the year under review made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have potential conflict with the interest of the Company at large. Accordingly,
the disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2, is not required.
Related Party Transactions Policy as approved by the Board has been uploaded on the
Companys website www.schablona.in at the web link:
http://www.schablona.in/files/investors/1473321786SIL%20Related%20Party%20
Transaction%20Policy.pdf
However, members may refer Notes to the financial statements which set out related
party disclosures pursuant to Accounting Standards.
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEE AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried
out an annual performance evaluation of its own performance, the performance of individual
Directors as well as the evaluation of working of its Committees, on the various
parameters and criterias governing their performance, in form of circulation of
Questionnaire among the Members of the Board and the same was taken on record. The
criterias for evaluation of the performance has been mentioned in the Corporate
Governance Report forming part of this Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in
prescribed format may be accessed on the Company website i.e. www.schablona.in
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms
part of this report and marked as Annexure B.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2021, there were five (5) Directors on the Board of your
Company consisting of three (3) Independent Directors, one (1) Executive Director and one
(1) Non-Executive Non-Independent Director. In accordance with the provisions of Section
152 of the Companies Act, 2013, Mr. Satish C. Vishwakarma (DIN: 06891937), Executive
Director of the Company, retires by rotation and being eligible, offers himself for
re-appointment. Further, as stipulated under Regulation 36 of the Listing Regulations, his
brief resume has been provided in the Notice of the 37th Annual General Meeting
of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent Directors of
the Company confirming that they meet the criteria of independence as stipulated under
Section 149(6) of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013
and Listing Regulations.
There has been no change in the circumstances which may affect their status as
Independent Director during the financial year under review.
COMMITTEES OF THE BOARD
Your Company has duly constituted the following Committees required under the Companies
Act, 2013 read with applicable Rules made there under and the Listing Regulations:
• Audit Committee
• Stakeholders Relationship Committee
• Nomination and Remuneration Committee
• Share Transfer Committee
The Board of Directors of the Company has formed Audit Committee with all Non-Executive
Directors wherein Independent Directors form the majority, consisting of Mr. Vinod Kumar
Karwa, Independent Director as the Chairman, Ms. Shreya Kabra, Independent Director, Mr
Chandan Mal Borar, Independent Director and Mr. N. Goenka, NonIndependent Director as
other Members of the Committee as on 31 March, 2021. All recommendations made by the Audit
Committee were accepted by the Board. More details on the Committees have been provided in
the Corporate Governance Report, forming part of this Report.
VIGIL MECHANISM
Your Company has formulated a "Whistle Blower Policy/Vigil Mechanism",
pursuant to Section 177 of the Companies Act, 2013 read with Rules made thereunder and
Regulation 22 of the Listing Regulations, which provides a mechanism for its employees,
Directors and other stakeholders of the Company to report concerns about unethical
behaviour, actual or suspected fraud or violation of Companys code of conduct. During the
financial year under review, no such complaints were received by the Company. The details
of such Policy is explained in the Corporate Governance Report and has been uploaded on
the Companys website, www.schablona.in at the web link:
http://www.schablona.in/files/investors/1473321759Mechanism%20and%20Whistle%20Blower%20Policy.pdf
CORPORATE GOVERNANCE
The report on Corporate Governance and the Certificate of the Auditors of the Company
regarding compliance of the conditions of the Corporate Governance as stipulated in Part C
of Schedule V to the Listing Regulations, is enclosed as a separate section and forms part
of this report. A declaration signed by the Executive Director in regard to compliance
with the Code of Conduct by the members of the Board and Senior Management Personnel also
forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and
its business are given in the Management Discussion and Analysis, and forms part of this
Report.
PARTICULARS OF EMPLOYEES
Information required as per Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended from time to time, is annexed hereto as Annexure C, forming part of this
Report.
During the year under review, there were no managerial personnel/employee whose
information required to be provided under Rule 5, sub-rule 2 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.
NOMINATION AND REMUNERATION POLICY
The Companys Policy on appointment and remuneration of Directors and Key Managerial
Personnel including criterias for determining qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 and Listing Regulations is available on the Companys website
www.schablona.in at the web link:
http://www.schablona.in/files/investors/1473321316N%20%20R%20POLICY-AR.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (Act) and Rules made there under, your Company has
in place a Policy for prevention of sexual harassment of women at work place and the
Internal Complaints Committee, constituted in terms of the said Act, reported to the Board
that during the year under review, the Company has not received any complaints on sexual
harassment of women at workplace.
HUMAN RESOURCES (HR)
The Companys HR policies and procedures are designed to recruit and retain the best
talent to support the operations of your Company and to align the interests of all
employees with the long term organizational goals.
ENVIRONMENT, HEALTH AND SAFETY
Your Company is driven by principles of sustainability incorporating environment,
employees and society aspects in all our activities. We are focused on employee
well-being, developing safe and efficient products, minimizing environmental impact of our
operations and products and minimizing the impact of our operations on society.
OTHER DISCLOSURES
I. No loans, guarantees and investments under Section 186 of the Companies Act, 2013
were made by the Company during the year under review, hence disclosure in terms of
Section 134(3)(g) of the Companies Act, 2013 does not arise.
II. The paid-up equity share capital of the Company as on 31 March, 2021 remained at
Rs. 126.37 Lacs. No issue of equity shares were made during the year under review with
respect to differential voting rights, Employee Stock Options, Sweat Equity shares,
Buy-back of shares and Bonus Issue under Companies (Share Capital and Debentures) Rules,
2014.
III. No Corporate Social Responsibility (CSR) initiatives have been undertaken by the
Company, as Section 135 of the Companies Act, 2013 on CSR is not applicable.
IV. Business Responsibility Report as per Regulation 34(f) of the Listing Regulations,
describing the initiatives taken by Company from an environmental, social and governance
perspective, is not applicable to the Company, as per SEBIs Notification No.
SEBI/LAD-NRO/GN/2015-16/27 dated 22 December, 2015.
V. No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
VI. There was no change in the nature of the business of the Company during the
financial year ended 31 March, 2021.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of
the Company hereby state and confirm that:-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the co-operation and assistance
extended by the Central and State Governments, Banks, Customers, Dealers, Vendors and
Employees of the Company.
| Place: Noida |
For and on behalf of the Board For SCHABLONA INDIA LIMITED (N. Goenka) Chairman |
| Dated: 22nd June, 2021 |
DIN: 00060864 |
+91-9892691696
